November 30, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Alyssa Wall
| Re: |
FTAI Infrastructure Inc.
Registration Statement on Form S-3 Filed November 22, 2022 File No. 333-268508 |
Dear Ms. Wall:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, FTAI Infrastructure Inc. (the “Registrant”) hereby requests acceleration of the effective
date of its Registration Statement on Form S-3 filed on November 22, 2022 (File No. 333-268508) to 4:00 p.m., Eastern Time, on December 2, 2022, or as soon as
practicable thereafter.
The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Michael J. Schwartz of Skadden, Arps, Slate, Meagher
& Flom LLP at (212) 735-3694 and that such effectiveness also be confirmed in writing.
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[Signature Page Follows]
United States Securities and Exchange Commission
November 30, 2022
Page 2
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Very truly yours,
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FTAI Infrastructure Inc.
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By:
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/s/ BoHee Yoon
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Name:
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BoHee Yoon
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Title:
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Secretary
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cc: Michael J. Schwartz, Esq.